Ascent Bridge cites possible defamation lawsuit for not releasing directors’ resignation letters in full
The company reproduces the original content in response to SGX RegCo queries
[SINGAPORE] Beverage distributor Ascent Bridge has released the resignation letters of former directors Tan Khee Giap and Siow Chee Keong, as part of its response to queries from the Singapore Exchange Regulation (SGX RegCo) on Wednesday (Oct 29).
Earlier that day, the company announced the cessation of their responsibilities, following their concerns regarding a purported lack of corporate governance practices, transparency and cooperation from the management.
Addressing SGX RegCo’s request to reproduce the original content of the directors’ resignation letters, Ascent Bridge said it did not do so initially to avoid issues of defamation.
In his letter, Tan – who was the company’s lead director – cited a lack of cooperation from the management regarding a request for information from the audit and risk committee. He said management failed to provide the details in a timely manner, hindering the committee’s effectiveness.
He added that the issues raised by the committee during a review of the company’s operations and financial operations were not fully addressed.
He also said that he had noticed that the executive chairman and chief executive officer “did not uphold best practices” in corporate governance, “lacking transparency with no due respect to the board”.
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Tan did not name the executive, but Ascent Bridge has two joint chairmen and chief executive officers: Qiu Peiyuan and Sun Quan.
Tan also cited a misunderstanding over the role and responsibilities of the lead independent director.
Siow, who was chair of the audit and risk committee, raised the same concerns in his letter of resignation.
However, he noted that the legal advice which the company had sought from law firm Legal Solutions – in relation to the requisition of an extraordinary general meeting (EGM) – was not made available to him. This therefore prevented him from carrying out his duties as a director regarding the matter.
“It appears that my fellow directors proceeded on the presumption that the outcome of the requisite EGM would result in my removal,” he added.
Ascent Bridge said it had sought counsel from Legal Solutions over whether to reproduce the actual wording, including names and law firms, in Tan’s and Siow’s resignation letters.
The law firm advised the board there could be defamation issues if the letters were disclosed as part of the company’s announcements. To avoid such lawsuits, the board said it had decided not to reproduce the letters’ wording in its announcement of the directors’ resignation.
Boardroom saga
Company shareholders Hu Yidong and Eastern Billion Industries, holding a collective stake of 12.96 per cent, had filed a requisition notice to convene an EGM via law firm Insight Law earlier this month. The meeting was to table resolutions to remove three directors: Siow, Tan and Luke Anthony Furler.
The notice stated that their removal would “ensure a smooth transition in governance and future growth”. Furler resigned on the same day the notice was received.
At first, Siow and Tan refused the board’s request for their resignation and began raising corporate governance concerns, said Ascent Bridge. The pair later met with SGX RegCo on Oct 16 without informing the board.
On Oct 24, SGX RegCo met with Tan, Siow and Ascent Bridge’s external auditors. Tan and Siow tendered their resignation on Oct 28, after which the company’s lawyers asked the requisitioning shareholders to withdraw the EGM notice. The shareholders agreed.
In its earlier statement on Wednesday, Ascent Bridge denied the allegations by Tan and Siow.
The company’s shares ended the day unchanged at S$0.33.
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